87830 Federal Register / Vol. 88, No. 242 / Tuesday, December 19, 2023 / Notices 

2Public Law 111–203, 124 Stat. 1376 (2010). 

3 17 CFR 202.190. 

4OMB Report to the Congress on the BBEDCA 

251A Sequestration for Fiscal Year 2024 (Mar. 13, 

2023), available at https://www.whitehouse.gov/wpcontent/uploads/2023/03/BBEDCA_Sequestration_

Report_and_Letter_3-13-2024.pdf. 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

interests of investors and further the 

public interest in the preparation of 

informative, accurate, and independent 

audit reports. Section 982 of the DoddFrank Wall Street Reform and Consumer 

Protection Act 2 amended the SarbanesOxley Act to provide the PCAOB with 

explicit authority to oversee auditors of 

broker-dealers registered with the 

Securities and Exchange Commission 

(the ‘‘Commission’’). The PCAOB 

accomplishes these investor protection 

and public interest goals through the 

registration of public accounting firms, 

standard setting, inspections, and 

investigation and disciplinary programs. 

The PCAOB is subject to the 

comprehensive oversight of the 

Commission. 

Section 109 of the Sarbanes-Oxley Act 

provides that the PCAOB shall establish 

a reasonable annual accounting support 

fee, as may be necessary or appropriate 

to establish and maintain the PCAOB. 

Under Section 109(f) of the SarbanesOxley Act, the aggregate annual 

accounting support fee shall not exceed 

the PCAOB’s aggregate ‘‘recoverable 

budget expenses,’’ which may include 

operating, capital, and accrued items. 

The PCAOB’s annual budget and 

accounting support fee are subject to 

approval by the Commission. In 

addition, the PCAOB must allocate the 

annual accounting support fee among 

issuers and registered brokers and 

dealers. 

Section 109(b) of the Sarbanes-Oxley 

Act directs the PCAOB to establish a 

budget for each fiscal year in accordance 

with the PCAOB’s internal procedures, 

subject to approval by the Commission. 

Rule 190 of Regulation P (the ‘‘Budget 

Rule’’) governs the Commission’s review 

and approval of PCAOB budgets and 

annual accounting support fees.3 The 

Budget Rule provides, among other 

things, a timetable for the preparation 

and submission of the PCAOB budget 

and for Commission actions related to 

each budget, a description of the 

information that should be included in 

each budget submission, limits on the 

PCAOB’s ability to incur expenses and 

obligations except as provided in the 

approved budget, procedures relating to 

supplemental budget requests, 

requirements for the PCAOB to provide 

on a quarterly basis certain budgetrelated information, and a list of 

definitions that apply to the rule and to 

general discussions of PCAOB budget 

matters. 

In accordance with the Budget Rule, 

in March 2023 the PCAOB provided the 

Commission with a narrative 

description of its program issues and 

outlook for the 2024 budget year. In 

response, the Commission provided the 

PCAOB with general budgetary 

guidance for the 2024 budget year. The 

PCAOB subsequently delivered a 

preliminary budget and budget 

justification to the Commission. Staff 

from the Commission’s Office of the 

Chief Accountant and Office of 

Financial Management dedicated a 

substantial amount of time to the review 

and analysis of the PCAOB’s programs, 

projects, and budget estimates and 

participated in a number of meetings 

with staff of the PCAOB to further 

develop the understanding of the 

PCAOB’s budget and operations. During 

the course of this review, Commission 

staff relied upon representations and 

supporting documentation from the 

PCAOB. Based on this review, the 

Commission issued a ‘‘passback’’ letter 

to the PCAOB on October 30, 2023. On 

November 16, 2023, the PCAOB adopted 

its 2024 budget and accounting support 

fee during an open meeting, and 

subsequently submitted that budget to 

the Commission for approval. 

After considering the above, the 

Commission did not identify any 

proposed disbursements in the 2024 

budget adopted by the PCAOB that are 

not properly recoverable through the 

annual accounting support fee, and the 

Commission believes that the aggregate 

proposed 2024 annual accounting 

support fee does not exceed the 

PCAOB’s aggregate recoverable budget 

expenses for 2024. 

The Commission continues to 

emphasize the importance of the 

PCAOB’s identification of efficiencies 

and process improvements. 

Accordingly, the Commission requests 

that the PCAOB continue to evaluate its 

operational efficiency, improvements, 

and budgetary needs and submit such 

assessments to the Commission in 

connection with the 2025 budget cycle. 

Coordination between the SEC and 

PCAOB continues to be important. The 

Commission directs the PCAOB during 

2024 to continue to hold monthly 

meetings, as necessary, with the 

Commission’s staff to discuss important 

policy initiatives, changes related to 

program areas, and significant impacts 

to the PCAOB’s 2024 budget, including 

significant differences between actual 

and budgeted amounts and anticipated 

cost-savings. Separately, the 

Commission directs the PCAOB to 

continue its written quarterly updates 

on recent activities, including strategic 

initiatives, for the PCAOB’s Office of 

Economic and Risk Analysis; Data, 

Security, and Technology group within 

the Office of the Chief Operating Officer; 

and Division of Registration and 

Inspections. The Commission expects 

the PCAOB to make itself available to 

meet with individual Commissioners on 

these and other topics. Further, the 

Commission requests that the PCAOB 

submit its 2023 annual report to the 

Commission by March 29, 2024. 

The Commission understands that the 

Office of Management and Budget 

(‘‘OMB’’) has determined that the 2024 

budget of the PCAOB is subject to 

sequestration under the Budget Control 

Act of 2011.4 For 2023, the PCAOB 

sequestered $19.9 million. That amount 

will become available in 2024. For 2024, 

the sequestration amount will be 5.7% 

or $21.9 million. Consequently, we 

expect the PCAOB will have 

approximately $2.0 million less funds 

available from the 2023 sequestration 

for spending in 2024. Accordingly, the 

PCAOB should submit a revised 

spending plan for 2024 reflecting a $2.0 

million reduction to budgeted 

expenditures as a result of the increase 

in sequestration amount from 2023 to 

2024.The Commission has determined 

that the PCAOB’s 2024 budget and 

annual accounting support fee are 

consistent with Section 109 of the 

Sarbanes-Oxley Act. Accordingly, 

It is ordered, pursuant to Section 109 

of the Sarbanes-Oxley Act, that the 

PCAOB budget and annual accounting 

support fee for calendar year 2024 are 

approved. 

By the Commission. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2023–27770 Filed 12–18–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99162; File No. SR– 

CboeBZX–2023–105] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend BZX 

Rule 14.11(e)(4)(C)(i) (CommodityBased Trust Shares) 

December 13, 2023. 

Pursuant to section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on December 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 88, No. 242 / Tuesday, December 19, 2023 / Notices 87831 

3 15 U.S.C. 78s(b)(3)(A)(iii). 

4 17 CFR 240.19b–4(f)(6). 

5See Securities and Exchange Act Nos. 89310 

(July 14, 2020) 85 FR 43932 (July 20, 2020) (SR– 

NYSEArca–2020–59) (Notice of Filing of Proposed 

Rule Change To Amend NYSE Arca Rule 8.201–E 

(Commodity-Based Trust Shares) and To Permit the 

Listing and Trading of Shares of the United States 

Gold and Treasury Investment Trust Under NYSE 

Arca Rule 8.201–E); 90216 (October 16, 2020) 85 FR 

67401 (October 22, 2020) (Order Granting 

Accelerated Approval of a Proposed Rule Change, 

as Modified by Amendment No. 3, To Amend NYSE 

Arca Rule 8.201–E (Commodity-Based Trust Shares) 

and To Permit the Listing and Trading of Shares of 

the Wilshire [w]Shares Enhanced Gold Trust Under 

Amended NYSE Arca Rule 8.201–E). 

6Commodity-Based Trust Shares are securities 

issued by a trust that represents investors’ discrete 

identifiable and undivided beneficial ownership 

interest in the commodities deposited into the 

Trust. Rule 14.11(e)(4)(C)(i) defines the term 

‘‘Commodity-Based Trust Shares’’ as follows: the 

term ‘‘Commodity-Based Trust Shares’’ means a 

security (a) that is issued by a trust (‘‘Trust’’) that 

holds a specified commodity deposited with the 

Trust; (b) that is issued by such Trust in a specified 

aggregate minimum number in return for a deposit 

of a quantity of the underlying commodity; and (c) 

that, when aggregated in the same specified 

minimum number, may be redeemed at a holder’s 

request by such Trust which will deliver to the 

redeeming holder the quantity of the underlying 

commodity. 

7See Arca Rule 8.201–E(c)(1). 

8Public Law 111–203, 124 Stat. 1900 (2010). 

9 15 U.S.C. 78f(b). 

10 15 U.S.C. 78f(b)(5). 

11 Id. 

12, 2023, Cboe BZX Exchange, Inc. 

(‘‘Exchange’’ or ‘‘BZX’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Exchange filed the 

proposal as a ‘‘non-controversial’’ 

proposed rule change pursuant to 

section 19(b)(3)(A)(iii) of the Act 3 and 

Rule 19b–4(f)(6) thereunder.4 The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Cboe BZX Exchange, Inc. (‘‘BZX’’ or 

the ‘‘Exchange’’) is filing with the 

Securities and Exchange Commission 

(‘‘Commission’’ or ‘‘SEC’’) a proposed 

rule change to (1) to amend Exchange 

Rule 14.11(e)(4)(C)(i) (‘‘CommodityBased Trust Shares’’); and (2) amend 

14.11(e)(4)(C)(ii) to state that the term 

‘‘commodity’’ is defined in section 1a(9) 

of the Commodity Exchange Act. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://markets.cboe.com/us/ 

equities/regulation/rule_filings/bzx/), at 

the Exchange’s Office of the Secretary, 

and at the Commission’s Public 

Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of, and basis for, 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes (1) to amend 

Exchange Rule 14.11(e)(4)(C)(i) 

(‘‘Commodity-Based Trust Shares’’); and 

(2) to amend 14.11(e)(4)(C)(ii) to state 

that the term ‘‘commodity’’ is defined in 

section 1a(9) of the Commodity 

Exchange Act. The proposed rules are 

identical to NYSE Arca, Inc. (‘‘Arca’’) 

Rules 8.201–E(c)(1) and (2), 

respectively.5

Under Exchange Rule 14.11(e)(4), the 

Exchange may propose to list and/or 

trade pursuant to UTP ‘‘CommodityBased Trust Shares.’’ 6 Rule 

14.11(e)(4)(C)(1) currently states that 

such securities are issued by a trust in 

a specified aggregate minimum number 

in return for a deposit of a quantity of 

the underlying commodity, and that, 

when aggregated in the same specified 

minimum number, may be redeemed at 

a holder’s request by such trust which 

will deliver to the redeeming holder the 

quantity of the underlying commodity. 

The Exchange proposes to amend 

Rule 14.11(e)(4)(C)(1) to provide: the 

term ‘‘Commodity-Based Trust Shares’’ 

means a security (a) that is issued by a 

trust (‘‘Trust’’) that holds (1) a specified 

commodity deposited with the Trust, or 

(2) a specified commodity and, in 

addition to such specified commodity, 

cash; (b) that is issued by such Trust in 

a specified aggregate minimum number 

in return for a deposit of a quantity of 

the underlying commodity and/or cash; 

and (c) that, when aggregated in the 

same specified minimum number, may 

be redeemed at a holder’s request by 

such Trust which will deliver to the 

redeeming holder the quantity of the 

underlying commodity and/or cash. 

Given the competitive marketplace for 

exchange listings, the Exchange is 

conforming its listing rules to that of 

another exchange.7

The Exchange further proposes to 

amend Rule 14.11(e)(4)(C)(ii) to state 

that the term ‘‘commodity’’ is defined in 

section 1a(9) of the Commodity 

Exchange Act (rather than section 

1(a)(4) as currently referenced in Rule 

14.11(e)(4)(C)(ii)) to reflect an 

amendment to the Commodity Exchange 

Act included in the Dodd-Frank Wall 

Street Reform and Consumer Protection 

Act of 2010.8

Last, the Exchange proposes to correct 

ministerial errors in Rule 

14.11(e)(4)(C)(ii) to remove several 

errant parentheses. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the Act 

and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

section 6(b) of the Act.9 Specifically, the 

Exchange believes the proposed rule 

change is consistent with the section 

6(b)(5) 10 requirements that the rules of 

an exchange be designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, to remove impediments to 

and perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. 

Additionally, the Exchange believes the 

proposed rule change is consistent with 

the section 6(b)(5) 11 requirement that 

the rules of an exchange not be designed 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

As noted above, the marketplace for 

exchange listings is highly competitive, 

and the Exchange’s proposal is merely 

conforming its listing rules to that of 

another exchange. The Exchange 

believes the proposed change will 

facilitate the listing and trading of 

additional types of exchange-traded 

derivative securities products that will 

enhance competition among market 

participants, to the benefit of investors 

and the marketplace. 

The Exchange’s proposal to amend 

Rule 14.11(e)(4)(C)(ii) to state that the 

term ‘‘commodity’’ is defined in section 

1a(9) of the Commodity Exchange Act 

(rather than section 1(a)(4) as currently 

referenced in 14.11(e)(4)(C)(ii)) reflects 

an amendment to the Commodity 

Exchange Act included in the DoddFrank Wall Street Reform and Consumer 


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87832 Federal Register / Vol. 88, No. 242 / Tuesday, December 19, 2023 / Notices 

12Supra note 6. 

13 15 U.S.C. 78s(b)(3)(A). 

14 17 CFR 240.19b–4(f)(6). 

15 In addition, Rule 19b–4(f)(6) requires a selfregulatory organization to give the Commission 

written notice of its intent to file the proposed rule 

change at least five business days prior to the date 

of filing of the proposed rule change, or such 

shorter time as designated by the Commission. The 

Exchange has satisfied this requirement. 

16 17 CFR 240.19b–4(f)(6)(iii). 

17See supra note 7. 

18For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

19 17 CFR 200.30–3(a)(12), (59). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

Protection Act of 2010.12 Furthermore, 

the proposed amendment is identical to 

Arca Rule 8.201–E(c)(2). The Exchange 

also believes its proposal to correct 

ministerial errors in Rule 

14.11(e)(4)(C)(ii) will provide clarity in 

the Exchange’s rulebook to the benefit of 

all investors. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change to Rule 

14.11(e)(4)(C)(ii) does not address 

competitive issues, but rather, as 

discussed above, is merely intended to 

correct a reference to a modified 

Commodity Exchange Act rule. The 

Exchange believes the proposed rule 

change to Rule 14.11(e)(4)(C)(i) will 

enhance competition by accommodating 

Exchange trading of additional 

exchange-traded products. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Pursuant to section 19(b)(3)(A) of the 

Act 13 and Rule 19b–4(f)(6) 14

thereunder, the Exchange has 

designated this proposal as one that 

effects a change that: (i) does not 

significantly affect the protection of 

investors or the public interest; (ii) does 

not impose any significant burden on 

competition; and (iii) by its terms, does 

not become operative for 30 days after 

the date of the filing, or such shorter 

time as the Commission may designate 

if consistent with the protection of 

investors and the public interest.15

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act normally does not become operative 

for 30 days after the date of its filing. 

However, Rule 19b–4(f)(6)(iii) 16 permits 

the Commission to designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. The Exchange requested that 

the Commission waive the 30-day 

operative delay so that the proposal may 

become operative immediately upon 

filing. The proposed rule change, which 

modifies the Exchange’s rules by 

conforming the definition of 

Commodity-Based Trust Shares with the 

same definition used by another 

national securities exchange 17 and 

corrects the citation for the term 

‘‘commodity,’’ as defined in the 

Commodity Exchange Act, raises no 

unique or novel legal or regulatory 

issues and will lessen any potential 

confusion among market participants. 

Therefore, the Commission believes that 

waiver of the 30-day operative delay is 

consistent with the protection of 

investors and the public interest. 

Accordingly, the Commission hereby 

waives the 30-day operative delay and 

designates the proposed rule change 

operative upon filing.18

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

CboeBZX–2023–105 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to file 

number SR–CboeBZX–2023–105. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (https://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–CboeBZX–2023–105 and should be 

submitted on or before January 9, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–27786 Filed 12–18–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99165; File No. SR–NYSE– 

2023–48] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend the 

Connectivity Fee Schedule 

December 13, 2023. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on December 

11, 2023, New York Stock Exchange 

LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 


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